BinDawood Calls Candidature for Board Members Elections

BinDawood Holding Company announced a statement on Monday to inform the Shareholders of the commencement of the nomination process to the Board of Directors of the Company for the next three year term, starting from 8th of May 2022 and ending on 7th of May 2025 in accordance with the Companies Law and the Corporate Governance Regulations issued by the Capital Market Authority (“CMA”) and the policy, criteria and procedures formulated by the Company for membership to the Board of Directors.

The nominated members will be elected at the meeting of the General Assembly of the shareholders, which will be announced after obtaining the necessary approvals from the competent authorities.

The company added that anyone who desires to be nominated and meets the Board membership conditions and criteria should submit his/her application during the nomination period in accordance with the details provided below.

The type of assembly is new session. The assembly start date is 08.05.2022 while assembly end date is 07.05.2022. Number of members is 9.The application start date is 17.01.2022 and application end date is 16.02.2022

The company indicated that the candidates should submit their applications, the attachments and the forms referred to hereafter (completed in Arabic and English and signed) to the Company in one of the following manners marked to the attention of the Nomination and Remuneration Committee:

1. Send to investor relations department via email ([email protected])

2. In person at the Company’s head office at the following address: Al Madinah Road, Jeddah, the Kingdom of Saudi Arabia.

3. By express mail: to Al-Madinah Road, P.O. Box 51190, Jeddah 21543, the Kingdom of Saudi Arabia

4. By fax at no.: +966 12 605 7859

In accordance with the conditions, controls and requirements contained in the Companies Law, the Corporate Governance Regulations and the registration and listing rules issued by the Capital Market Authority, and in accordance with the policies, criteria and procedures for membership to the Board of Directors of BinDawood Holding Company

The nomination request shall comprise:

– An application to inform the Company’s management of the candidate’s desire to apply for Board membership and his/her willingness to undertake the responsibilities associated with the membership of the Board.

– Completed Form No. (3), issued by the CMA, as per CMA Circular number 4/2359 and resume form which can be obtained from the websites of the CMA.

– Copies of the documents showing the nominee’s qualifications and experience in the Company’s business sector.

– A record of the important and major works and achievements of the candidate in the course of his/her membership of other Boards of Directors or in Senior Executive and administrative positions occupied during the previous ten years, and in the current profession.

– A statement showing the nominee’s membership of the Boards of other companies, and the terms thereof together with a certified letter from each company stating the terms of the nominee’s membership, the number of Board meetings in each term, the percentage of the times the nominee attended Board meetings, the Board subcommittees of which the nominee was a member, his/her attendance record therein, as well as a summary of the annual financial results achieved by such companies during the nominee’s Board tenure.

– A statement listing the joint stock companies where the nominee is still a director.

– A statement of the companies where the nominee participated in the management or ownership and which conducted activities similar to those of the Company.

– A copy of the National Identity Card / Family Register and, for companies and establishments, the Commercial Register, in addition to the nominee’s contact numbers and three personal photographs.

– A certified Arabic translation of any records or documents written in a foreign language.

The voting for the membership of the new Board will be limited to the nominees who have satisfied the mentioned terms, conditions, and standards in this announcement, whereby the Nomination and Remuneration Committee shall consider the selection of candidates based on that and on the basis of educational qualifications, practical experience and familiarity with the Company’s activities, as well as the Corporate Governance Regulation pertaining to independence requirements which refer that at least one third of the members are independents and the majority are non-executive.

The cumulative vote will be used to elect the members of the Board of Directors, the company concluded.